Common use of Termination as a Result of a Change of Control Clause in Contracts

Termination as a Result of a Change of Control. UGS recognizes that ----------------------------------------------- the continuing possibility of a Change of Control of UGS is unsettling to Executives of the Company. Therefore, the arrangements set forth below are being made to help assure a continuing dedication by Executive to his duties to the Company, notwithstanding the occurrence or potential occurrence of a Change in Control. In particular, UGS believes it important, should the Company receive proposals or inquiries from third parties with respect to its future, to enable Executive, without being influenced by uncertainties of his own situation, to assess and advise the Company whether such proposals would be in the best interests of the Company and its shareholders and to take such other action regarding such proposals as the Company might determine to be appropriate. Accordingly, if between effective date (the "Change of Control Date") of a Change of Control (as defined below) and 24 months following the Change of Control Date, UGS gives notice under Section 3.1 that this Agreement will not be extended for reasons other than Cause, gives notice of termination under Section 3.2.2, or if Executive terminates for Good Reason, UGS shall provide the Executive with the benefits as set forth below in this Section 3.4. Notwithstanding any other provision of this Agreement, if a Change in Control occurs and if the Executive's employment with the Company or any of its subsidiaries is terminated by the Company less than six months prior to the date on which the Change in Control occurs, and if it is demonstrated by the Executive that such termination of employment by the Company (i) was at the request of a third party which has taken steps reasonably calculated to result in or effect the Change in Control or (ii) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement, such termination of employment shall be deemed to have occurred within two years following such Change in Control provided that the obligations contained in Section 3.1 to deliver a notice of termination shall not apply. Benefits to which Executive shall be entitled are: 3.4.1 Full base salary and any bonus or long term incentive compensation to which the Executive is entitled through the Termination Date. 3.4.2 A severance payment, less all applicable deductions, equal to (i) two times the Executive's annual base salary in effect as of the Termination Date plus (ii) an amount equal to two times the Executive's bonus target in effect for the fiscal year in which the Termination Date falls, or if a bonus target has not yet been established, an amount equal to two times the Executive's bonus target for the previous fiscal year. 3.4.3 Notwithstanding any provision to the contrary in any applicable award agreement(s), continued vesting of any unvested UGS stock options, other UGS stock awards, and EDS Incentive Plan awards granted as of the Termination Date in accordance with the vesting schedules set forth in the applicable award agreement(s) between the Executive and UGS and/or EDS. This Agreement shall be deemed to amend any employee award agreement to the extent required to comply with this Section 3.4.3. 3.4.4 A cash payment to pay for twelve (12) months of (i) Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") continuation health coverage for the Executive and his family, (ii) premiums for basic employee life insurance coverage ($50,000), and (iii) premiums for long term disability insurance providing income replacement of $7,000 per month. 3.4.5 Reimbursement not to exceed $75,000 of the costs of existing home sale (including payment of any real estate sales commission up to six percent of the home sale price) and packing and shipping expenses in accordance with Company's then-existing household goods shipping policies for employees if within twelve (12) months of termination under this Section 3.4, Executive relocates to a new work location which is more than 35 miles from his primary work location on the Termination Date. 3.4.6 Reimbursement not to exceed $25,000 for outplacement services provided by an outplacement service acceptable to UGS within twelve (12) months of termination under this Section 3.4.

Termination as a Result of a Change of Control. UGS recognizes that the ----------------------------------------------- the continuing possibility of a Change of Control of UGS is unsettling to Executives of the Company. Therefore, the arrangements set forth below are being made to help assure a continuing dedication by Executive to his duties to the Company, notwithstanding the occurrence or potential occurrence of a Change in Control. In particular, UGS believes it important, should the Company receive proposals or inquiries from third parties with respect to its future, to enable Executive, without being influenced by uncertainties of his own situation, to assess and advise the Company whether such proposals would be in the best interests of the Company and its shareholders and to take such other action regarding such proposals as the Company might determine to be appropriate. Accordingly, if between effective date (the "Change of Control Date") of a Change of Control (as defined below) and 24 months following the Change of Control Date, UGS gives notice under Section 3.1 that this Agreement will not be extended for reasons other than Cause, gives notice of termination under Section 3.2.2, or if Executive terminates for Good Reason, UGS shall provide the Executive with the benefits as set forth below in this Section 3.4. Notwithstanding any other provision of this Agreement, if a Change in Control occurs and if the Executive's employment with the Company or any of its subsidiaries is terminated by the Company less than six months prior to the date on which the Change in Control occurs, and if it is demonstrated by the Executive that such termination of employment by the Company (i) was at the request of a third party which has taken steps reasonably calculated to result in or effect the Change in Control or (ii) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement, such termination of employment shall be deemed to have occurred within two years following such Change in Control provided that the obligations contained in Section 3.1 to deliver a notice of termination shall not apply. Benefits to which Executive shall be entitled are: 3.4.1 Full base salary and any bonus or long term incentive compensation to which the Executive is entitled through the Termination Date. 3.4.2 A severance payment, less all applicable deductions, equal to (i) two times the Executive's annual base salary in effect as of the Termination Date plus (ii) an amount equal to two times the Executive's bonus target in effect for the fiscal year in which the Termination Date falls, or if a bonus target has not yet been established, an amount equal to two times the Executive's bonus target for the previous fiscal year. 3.4.3 Notwithstanding any provision to the contrary in any applicable award agreement(s), continued vesting of any unvested UGS stock options, other UGS stock awards, and EDS Incentive Plan awards granted as of the Termination Date in accordance with the vesting schedules set forth in the applicable award agreement(s) between the Executive and UGS and/or EDS. This Agreement shall be deemed to amend any employee award agreement to the extent required to comply with this Section 3.4.3. 3.4.4 A cash payment to pay for twelve (12) months of (i) Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") continuation health coverage for the Executive and his family, (ii) premiums for basic employee life insurance coverage ($50,000), and (iii) premiums for long term disability insurance providing income replacement of $7,000 per month. 3.4.5 Reimbursement not to exceed $75,000 of the costs of existing home sale (including payment of any real estate sales commission up to six percent of the home sale price) and packing and shipping expenses in accordance with Company's then-existing household goods shipping policies for employees if within twelve (12) months of termination under this Section 3.4, Executive relocates to a new work location which is more than 35 miles from his primary work location on the Termination Date. 3.4.6 Reimbursement not to exceed $25,000 for outplacement services provided by an outplacement service acceptable to UGS within twelve (12) months of termination under this Section 3.4.

Termination as a Result of a Change of Control. UGS recognizes that ----------------------------------------------- ---------------------------------------------- the continuing possibility of a Change of Control of UGS is unsettling to Executives of the Company. Therefore, the arrangements set forth below are being made to help assure a continuing dedication by Executive to his duties to the Company, notwithstanding the occurrence or potential occurrence of a Change in Control. In particular, UGS believes it important, should the Company receive proposals or inquiries from third parties with respect to its future, to enable Executive, without being influenced by uncertainties of his own situation, to assess and advise the Company whether such proposals would be in the best interests of the Company and its shareholders and to take such other action regarding such proposals as the Company might determine to be appropriate. Accordingly, if between effective date (the "Change of Control Date") of a Change of Control (as defined below) and 24 months following the Change of Control Date, UGS gives notice under Section 3.1 that this Agreement will not be extended for reasons other than Cause, gives notice of termination under Section 3.2.2, or if Executive terminates for Good Reason, UGS shall provide the Executive with the benefits as set forth below in this Section 3.4. Notwithstanding any other provision of this Agreement, if a Change in Control occurs and if the Executive's employment with the Company or any of its subsidiaries is terminated by the Company less than six months prior to the date on which the Change in Control occurs, and if it is demonstrated by the Executive that such termination of employment by the Company (i) was at the request of a third party which has taken steps reasonably calculated to result in or effect the Change in Control or (ii) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement, such termination of employment shall be deemed to have occurred within two years following such Change in Control provided that the obligations contained in Section 3.1 to deliver a notice of termination shall not apply. Benefits to which Executive shall be entitled are: 3.4.1 Full base salary and any bonus or long term incentive compensation to which the Executive is entitled through the Termination Date. 3.4.2 A severance payment, less all applicable deductions, equal to (i) two times the Executive's annual base salary in effect as of the Termination Date plus (ii) an amount equal to two times the Executive's bonus target in effect for the fiscal year in which the Termination Date falls, or if a bonus target has not yet been established, an amount equal to two times the Executive's bonus target for the previous fiscal year. 3.4.3 Notwithstanding any provision to the contrary in any applicable award agreement(s), continued vesting of any unvested UGS stock options, other UGS stock awards, and EDS Incentive Plan awards granted as of the Termination Date in accordance with the vesting schedules set forth in the applicable award agreement(s) between the Executive and UGS and/or EDS. This Agreement shall be deemed to amend any employee award agreement to the extent required to comply with this Section 3.4.3. 3.4.4 A cash payment to pay for twelve (12) months of (i) Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") continuation health coverage for the Executive and his family, (ii) premiums for basic employee life insurance coverage ($50,000), and (iii) premiums for long term disability insurance providing income replacement of $7,000 per month. 3.4.5 Reimbursement not to exceed $75,000 of the costs of existing home sale (including payment of any real estate sales commission up to six percent of the home sale price) and packing and shipping expenses in accordance with Company's then-existing household goods shipping policies for employees if within twelve (12) months of termination under this Section 3.4, Executive relocates to a new work location which is more than 35 miles from his primary work location on the Termination Date. 3.4.6 Reimbursement not to exceed $25,000 for outplacement services provided by an outplacement service acceptable to UGS within twelve (12) months of termination under this Section 3.4.